NOTE Insider Filing: Gerald Yao Withholds 416 Shares for Taxes on RSUs

Rhea-AI Filing Summary

Gerald Yao, a director of FiscalNote Holdings, Inc. (Ticker: NOTE), reported a transaction dated 08/07/2025 on a Form 4. The filing shows 416 shares of Class A common stock were disposed under code F at a reported price of $0.6304; the explanatory note states these shares were withheld to satisfy the reporting person’s tax obligation upon the vesting of 1,250 restricted stock units. The Form 4 reports beneficial ownership following the transaction of 461,601 shares indirectly through the Gerald Yao Revocable Trust dated January 10, 2019, and 4,000 shares directly. The report was signed by an attorney-in-fact on 08/19/2025.

Positive

• Transparent disclosure of tax-withholding disposition following RSU vesting
• Clear reporting of indirect and direct beneficial ownership (461,601 indirect; 4,000 direct)
• Form filed and signed by attorney-in-fact, indicating procedural compliance

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine insider tax-withholding reported; no change to control or governance disclosed.

The Form 4 documents a standard tax-withholding disposition following RSU vesting rather than a voluntary sale for liquidity or strategic reasons. The filing clearly identifies the reporting person as a director and as trustee of the Gerald Yao Revocable Trust, and quantifies both direct and indirect holdings after the transaction. The transaction size (416 shares withheld) is immaterial relative to the reported beneficial holdings, and no new derivative or compensatory awards beyond the referenced RSUs are disclosed.

Securities Analyst

TL;DR: Minor share withholding event with transparent reporting; not material to NOTE’s capital structure.

The entry shows a disposition under code F at $0.6304 for 416 shares to satisfy taxes on 1,250 RSUs. The filing provides precise post-transaction beneficial ownership: 461,601 shares held indirectly and 4,000 shares held directly. There are no reported purchases, option exercises, or derivative positions created or exercised in this filing. As presented, the transaction is administrative and does not indicate a change in investment intent or a material shift in outstanding share counts.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Yao Gerald

(Last) (First) (Middle)

C/O FISCALNOTE HOLDINGS, INC.

1201 PENNSYLVANIA AVE NW, 6TH FL

(Street)

WASHINGTON DC 20004

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FiscalNote Holdings, Inc. [ NOTE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/07/2025		F		416(1)	D	$0.6304	461,601	I	Gerald Yao Revocable Trust Dated January 10, 2019(2)
Class A Common Stock								4,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares of the Issuer's Class A Common Stock withheld to satisfy the reporting person's tax obligation upon the vesting of 1,250 restricted stock units.

2. The Reporting Person is Trustee of this Trust.

	/s/ Todd Aman, Attorney-in-Fact	08/19/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction did Gerald Yao report on the Form 4 for NOTE?

The Form 4 reports a disposition of 416 Class A shares on 08/07/2025 under code F at a price of $0.6304.

Why were 416 shares disposed according to the filing?

The explanatory note states the 416 shares were withheld to satisfy the reporting person’s tax obligation upon the vesting of 1,250 restricted stock units.

How many shares does Gerald Yao beneficially own after the reported transaction?

The filing shows 461,601 shares indirectly4,000 shares directly following the reported transaction.

What relationship does Gerald Yao have to FiscalNote (NOTE)?

The Form 4 identifies Gerald Yao as a Director of FiscalNote Holdings, Inc., and as Trustee of the Gerald Yao Revocable Trust.

When was the Form 4 signed?

The signature block shows the form was signed by an attorney-in-fact on 08/19/2025.